sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GPPoy2KF5txYbN+E//Hhg8zPbh/1m7R9SREM1ROJKei20popY4/yHrdGTLxzjlFc DDg+Oh8+vAQSTlIWG1wEGw== 0000921895-03-000064.txt : 20030214 0000921895-03-000064.hdr.sgml : 20030214 20030214142745 ACCESSION NUMBER: 0000921895-03-000064 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MLF INVESTMENTS LLC CENTRAL INDEX KEY: 0001162627 IRS NUMBER: 593755675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2401 W BAY DR STREET 2: STE 124 CITY: LARGO STATE: FL ZIP: 33770 BUSINESS PHONE: 727 501 1510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDAS INC CENTRAL INDEX KEY: 0001046131 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 364180556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53735 FILM NUMBER: 03566291 BUSINESS ADDRESS: STREET 1: 1300 ARLINGTON HEIGHTS ROAD CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 630-438-30 MAIL ADDRESS: STREET 1: 1300 ARLINGTON HEIGHTS ROAD CITY: ITASCA STATE: IL ZIP: 60143 FORMER COMPANY: FORMER CONFORMED NAME: MIDAS GROUP INC DATE OF NAME CHANGE: 19970915 SC 13D 1 form13d05327_02142003.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------


                                  SCHEDULE 13D
                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                    PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. )1

                                   MIDAS INC.
- --------------------------------------------------------------------------------
                                (Name of issuer)

                     COMMON STOCK, $.001 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                   595626 10 2
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                              STEVEN WOLOSKY, ESQ.
               OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
- --------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                February 4, 2003
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

            If the filing  person has  previously  filed a statement on Schedule
13G to report the  acquisition  that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box / /.

            Note.  The  Schedules  filed in paper format shall  include a signed
original  and five copies of the  schedule,  including  all  exhibits.  See Rule
13d-7(b) for other parties to whom copies are to be sent.

                         (Continued on following pages)


                               (Page 1 of 8 Pages)


- --------
1           The remainder of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

            The  information  required on the remainder of this cover page shall
not be deemed to be "filed"  for the  purpose  of  Section 18 of the  Securities
Exchange Act of 1934 or otherwise  subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).




- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 2 of 8 Pages
- ----------------------                                        ------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                   MLF Investments, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
  SHARES
 BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                692,800 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                792,400 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      792,400 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      5.3%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                      OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 3 of 8 Pages
- ----------------------                                        ------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                   Matthew L. Feshbach
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
- --------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
  SHARES
 BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                692,800 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                792,400 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                      792,400 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                      5.3%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                      IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!






- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 4 of 8 Pages
- ----------------------                                        ------------------


            The  following  constitutes  the initial  Schedule  13D filed by the
undersigned (the "Schedule 13D").

            Item 1.     Security and Issuer.

            This Schedule 13D relates to the shares of common  stock,  $.001 par
value (the "Common  Stock") of Midas Inc.  (the  "Company").  The address of the
principal  executive  offices of the  Company is 1300  Arlington  Heights  Road,
Itasca, Illinois 60143.

            Item 2.     Identify and Background.

            This  Schedule  13D is filed by MLF  Investments,  LLC  ("MLFI") and
Matthew  L.  Feshbach,  who act as a group with  regards  to certain  aspects of
shares of Common Stock.

            MLFI is a limited  liability  company,  organized and existing under
the laws of the State of  Delaware.  The  principal  business of MLFI is private
investment  consulting.  MLFI's business  address is 2401 West Bay Drive,  Suite
124, Largo, Florida 33770.

            Matthew L. Feshbach (together with MLFI, the "Reporting Persons") is
an individual whose business  address is 2401 West Bay Drive,  Suite 124, Largo,
Florida 33770. His principal occupation is managing member of MLFI. Mr. Feshbach
is a United States citizen.

            During the last five years,  neither MLFI nor Mr.  Feshbach has been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors).  In  addition,  during the last five years,  neither MLFI nor Mr.
Feshbach  has  been  a  party  to  a  civil   proceeding   of  any  judicial  or
administrative body of competent  jurisdiction as a result of which it or he was
or is subject to a judgment,  decree, or final order enjoining future violations
of,  or  prohibiting  or  mandating  activities  subject  to,  federal  or state
securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

            As of the date of this Schedule  13D, each of the Reporting  Persons
may be deemed to beneficially  own 792,400 shares of Common Stock. The shares of
Common  Stock  are  either  held in the  name of a  private  investment  limited
partnership,  of which MLFI is the general partner, or in the name of an account
managed by MLFI. Mr.  Feshbach is the managing member of MLFI. The funds used to
purchase such shares of Common Stock came from the respective working capital of
the private investment limited partnership and the managed account.  Such shares
of Common Stock were accumulated through purchases made on the open market since
December   20,  2002,   representing   an   aggregate   cost  of   approximately
$5,482,947.62. No part of the funds or other consideration used to purchase such
shares of Common  Stock was  borrowed or  otherwise  obtained for the purpose of
acquiring, holding, trading, or voting the shares of Common Stock.

Item 4. Purpose of the Transaction.

            The Reporting  Persons believe that the current market prices of the
shares of Common Stock are undervalued and the purchase of such shares of Common
Stock represents an attractive  investment  opportunity.  Depending upon overall
market  conditions,  other investment  opportunities  available to the Reporting
Persons,  and the  availability  of shares of Common  Stock at prices that would
make the purchase of additional  shares  desirable,  the  Reporting  Persons may
endeavor to increase their position in the Company through,  among other things,
the  purchase  of  shares  of  Common  Stock on the open  market  or in  private
transactions,  on such terms and at such times as the Reporting Persons may deem
advisable.

            None of the Reporting Persons has any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule  13D except as set forth herein or such as would occur
upon  completion of any of the actions  discussed  above.  Each of the Reporting






- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 5 of 8 Pages
- ----------------------                                        ------------------


Persons  intends to review its  investment in the Company on a continuing  basis
and engage in  discussions  with  management  and the Board of  Directors of the
Company concerning the business, operations and future plans of the Company. The
Reporting  Persons are fully  supportive  of the  Company's  publicly  announced
business plans and management  changes.  If the Company requests,  the Reporting
Persons would be willing to introduce acquisition or investment opportunities to
the Company.  Depending on various factors including,  without  limitation,  the
Company's  financial position and investment  strategy,  the price levels of the
shares of Common Stock, conditions in the securities market and general economic
and  industry  conditions,  the  Reporting  Persons  may in the future take such
actions with respect to their investment in the Company as they deem appropriate
including,  without limitation,  purchasing additional shares of Common Stock or
selling  some or all of their  shares  of  Common  Stock,  making  proposals  to
management  or the  Company's  stockholders  or to change their  intention  with
respect to any and all matters referred to in Item 4.

Item 5.Interests in Securities in the Issuer.

            (a) As of the  date  of this  Schedule  13D,  each of the  Reporting
Persons  may be deemed to be the  beneficial  owner of 792,400  shares of Common
Stock, constituting 5.3% of the 14,976,099 shares of Common Stock outstanding as
of September 28, 2002 (as reported in the Company's report for the quarter ended
September 28, 2002 on Form 10-Q).

            (b) Each of the  Reporting  Persons  shares  the power to vote or to
direct  the vote of  692,800  shares of Common  Stock,  or 4.6% of the shares of
Common Stock  outstanding.  Each of the  Reporting  Persons  shares the power to
dispose of or to direct the  disposition of 792,400  shares of Common Stock,  or
5.3% of the shares of Common Stock outstanding.

            (c) Schedule A hereto lists the transactions effected by each of the
Reporting  Persons during the 60 days prior to the date of this filing.  All the
transactions were effected through open market purchases.

            (d) None

            (e) Not Applicable.

            Item 6. Contracts, Arrangements, Understandings or Relationships
            with Respect to Securities of the Issuer.

            MLFI entered into a management  agreement  with the record holder of
99,600 shares of Common Stock reported herein. The management agreement provides
that  MLFI has the  right to make  investment  decisions  with  respect  to such
shares, including, but not limited to, their disposition.

            Item 7. Material to Be Filed as Exhibits.

            Exhibit No. 1 - Agreement to File Joint Schedule 13D.

             [The remainder of this page was purposely left blank.]






- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 6 of 8 Pages
- ----------------------                                        ------------------


                                   SIGNATURES

            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


Dated: February 14, 2003

                                               MLF Investments, LLC


                                               By: /s/ Matthew L. Feshbach
                                                   -----------------------------
                                                   Name: Matthew L. Feshbach
                                                   Title: Managing Member


                                               /s/ Matthew L. Feshbach
                                               ---------------------------------
                                               Matthew L. Feshbach





- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 7 of 8 Pages
- ----------------------                                        ------------------


                                   SCHEDULE A

         TRANSACTIONS IN THE SHARES OF COMMON STOCK IN THE LAST 60 DAYS

A. Transactions by the Private Investment Limited Partnership

            Shares of Common Stock
                  Purchase                   Price Per Share ($)     Date of Purchase
                  --------                   -------------------     ----------------

                    6,200                          8.4392                  2/13/03
                    3,000                          8.3100                  2/12/03
                   10,000                          8.2070                  2/10/03
                    7,600                          8.9846                   2/5/03
                   23,400                          8.7161                   2/4/03
                   10,000                          8.6574                   2/3/03
                    6,000                          8.6757                  1/31/03
                    6,800                          8.7078                  1/30/03
                   15,000                          8.3834                  1/29/03
                   18,000                          8.1107                  1/28/03
                   25,000                          7.8303                  1/27/03
                   17,200                          7.8031                  1/24/03
                   50,000                          8.0008                  1/23/03
                    3,000                          7.8841                  1/22/03
                   30,300                          7.7480                  1/21/03
                   14,600                          7.6678                  1/17/03
                    6,000                          7.5982                  1/16/03
                   40,000                          7.5490                  1/15/03
                    4,000                          7.6650                  1/13/03
                    3,500                          6.7273                  1/10/03
                   18,900                          7.1295                  1/10/03
                    4,600                          6.7857                   1/9/03
                   18,200                          6.5000                   1/7/03
                    5,900                          6.7854                   1/7/03
                  195,200                          5.7902                 12/31/02
                   60,000                          6.1000                 12/31/02
                   35,200                          5.9200                 12/27/02
                   30,150                          6.0025                 12/26/02
                   25,050                          6.0000                 12/20/02

B. Transactions by the Managed Account


            Shares of Common Stock
                  Purchase                   Price Per Share ($)     Date of Purchase
                  --------                   -------------------     ----------------

                    8,000                          8.3500                  2/11/03
                    3,300                          8.6574                   2/3/03
                    2,900                          8.6757                  1/31/03
                    3,600                          8.3834                  1/29/03
                    3,500                          8.1107                  1/28/03
                    1,100                          7.8841                  1/22/03
                    2,000                          7.7480                  1/21/03
                    3,000                          7.6678                  1/17/03
                    5,000                          8.0158                  1/14/03
                   10,000                          6.7273                  1/10/03
                   10,000                          7.1295                  1/10/03
                   10,000                          5.7902                 12/31/02
                    8,800                          5.9200                 12/27/02
                   10,050                          6.0025                 12/26/02
                   10,000                          6.1000                 12/24/02
                    8,350                          6.0000                 12/20/02






- ----------------------                                        ------------------
CUSIP No. 595626 10 2                 13D                      Page 8 of 8 Pages
- ----------------------                                        ------------------


                                   EXHIBIT 1.1

                      AGREEMENT TO FILE JOINT SCHEDULE 13D

            Pursuant to Regulation Section 240.13d-1(k)(1) promulgated under the
Securities  Exchange  Act of 1934,  the  undersigned  hereby agree that only one
statement containing the information required on Schedule 13D need be filed with
respect to beneficial  ownership by each of the  undersigned  of common stock of
Midas Inc., and that such statement shall be filed on behalf of each of them.

            This Agreement may be executed in any number of  counterparts,  each
of which shall be deemed an original.




February 14, 2003                         MLF Investments, LLC


                                          By: /s/ Matthew L. Feshbach
                                              ---------------------------------
                                              Matthew L. Feshbach, its
                                              Managing Member




February 14, 2003                         /s/ Matthew L. Feshbach
                                          --------------------------------------
                                          Matthew L. Feshbach
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